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SAMPLE - DRAFT FOR COUNSEL REVIEW. Not yet executed by JIL Sovereign Technologies, Inc. or binding on any party.
For Grantors

Master Services Agreement

Comprehensive Tier 2 engagement contract (5%/3%/2% pricing + $500K floor).

Effective: 2026-05-04Last updated: 2026-05-04Version 1.0 (sample)

1. Parties and Effective Date

This Master Services Agreement (“MSA”) is entered into between JIL Sovereign Technologies, Inc. (“Operating Co”) and the Foundation identified in the applicable Order Form (“Foundation”). The MSA is effective as of the date both parties execute the first Order Form (“Effective Date”).

2. Defined Terms

For purposes of this document, the following terms have the meanings indicated:

  • “Platform” means Attestyx, the charitable disbursement integrity platform operated by JIL Sovereign Technologies, Inc.
  • “Holdings” means JIL Sovereign Holdings, LLC, a Wyoming limited liability company.
  • “Operating Co” means JIL Sovereign Technologies, Inc., a Delaware corporation operating the Platform under perpetual irrevocable license from Holdings.
  • “Tier 1” means The free service tier disbursing JIL Human Flourishing capital through registered local fiduciaries.
  • “Tier 2” means The commercial service tier providing integrity services to Foundations using their own grant capital.
  • “Foundation” means A registered charitable, philanthropic, or grant-making entity engaging Tier 2 services.
  • “Grantee” means A registered charitable organization, social enterprise, or community organization receiving or applying for grants on the Platform.
  • “Fiduciary” means A registered charitable vehicle in a jurisdiction that disburses Tier 1 grant capital.
  • “CREB” means Court Ready Evidence Bundle, an immutable evidence package anchored to CourtChain and admissible under FRE 902(14).
  • “CourtChain” means JIL Sovereign's evidentiary anchoring chain. 14-of-20 BFT validator quorum, Ed25519 + Dilithium-III hybrid signatures.
  • “Verdict Engine” means JIL's 148-check verification framework across 17 categories used to score grantees, applications, and milestones.
  • “Vault” means A jurisdictional capital pool. Five Vaults: US, CH, AE, SG, BR.
  • “Disbursement” means A transfer of funds from a Foundation (Tier 2) or Fiduciary (Tier 1) to a Grantee, executed on the Foundation's or Fiduciary's banking or custody rails.
  • “JIL” means Collectively, Holdings and Operating Co, where context permits.

3. Services

3.1 Tier 2 Services

Operating Co will provide the Tier 2 services described in the Order Form, which may include any combination of (i) Pre-Clearance Verdict Engine evaluation, (ii) CREB grant attestation generation and CourtChain anchoring, (iii) Lifecycle Monitoring, (iv) Retroactive Audit, and (v) Recovery Evidence package generation.

3.2 Custody-Free Posture

Operating Co does not hold, route, or transmit Foundation funds. Disbursement execution remains with Foundation's banking and custody partners. Operating Co signals release authorization based on milestone evidence; the Foundation's rails execute the actual transfer.

4. Fees and Payment

4.1 Comprehensive Engagement Pricing

Comprehensive engagements are priced as 5% of grant volume routed through the integrity layer up to $100,000,000 of annual grant volume; 3% from $100,000,000 to $500,000,000; 2% above $500,000,000. A minimum annual fee floor of $500,000 applies regardless of volume.

4.2 Volume Calculation

“Grant volume routed through the integrity layer” means the dollar value of grants that Foundation commits to Platform-mediated verification, attestation, and monitoring during the engagement period. Volume is measured at grant approval, not at disbursement.

4.3 Invoicing

Fees invoice monthly in arrears. The minimum annual floor accrues monthly at $41,666.67 and applies as a true-up at fiscal year end if monthly accruals fall short.

4.4 Late Payment

Undisputed invoices not paid within 30 days of receipt accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

5. Service Levels

Service levels are described in the Service Level Agreement, incorporated by reference. Service level credits are Foundation's sole and exclusive remedy for service-level breaches.

6. Data Processing

The Data Processing Addendum is incorporated by reference and governs Operating Co's processing of personal data on behalf of Foundation. To the extent the engagement involves Protected Health Information, the Business Associate Agreement is also incorporated by reference.

7. Confidentiality

Each party will maintain the confidentiality of the other party's confidential information, using a degree of care no less than it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Standard exceptions for information that (a) was already known, (b) becomes publicly available through no fault of the receiving party, (c) is independently developed without use of the disclosing party's confidential information, or (d) is required to be disclosed by law (with prompt notice to the disclosing party where permitted) apply.

8. Intellectual Property

Each party retains all right, title, and interest in its own intellectual property. Operating Co grants Foundation a limited, non-exclusive, non-transferable license to use the Platform during the term of this MSA solely for the Foundation's charitable disbursement operations.

9. Warranties; Disclaimer

Operating Co warrants that the Platform will perform substantially in accordance with the documentation. EXCEPT FOR THIS EXPRESS WARRANTY, THE PLATFORM IS PROVIDED “AS IS” AND OPERATING CO DISCLAIMS ALL OTHER WARRANTIES.

10. Indemnification

Operating Co will defend Foundation against any third-party claim that the Platform infringes intellectual property rights, and pay damages awarded against Foundation from such claim, provided Foundation gives prompt notice and reasonable cooperation. Foundation will defend Operating Co against any third-party claim arising from Foundation's violation of the Acceptable Use Policy or applicable law.

11. Limitation of Liability

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR FOUNDATION'S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S TOTAL AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY FOUNDATION IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

12. Term and Termination

The initial term is one (1) year from the Effective Date, automatically renewing for successive one-year periods unless either party gives 60 days' notice of non-renewal. Either party may terminate for material breach uncured within 30 days of notice. Upon termination, Foundation will pay all fees accrued through the termination date.

13. Governing Law and Dispute Resolution

This MSA is governed by Delaware law. Any dispute will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules; the seat of arbitration is Wilmington, Delaware; the arbitration will be conducted in English. Either party may seek injunctive relief in the federal or state courts of Delaware to protect its intellectual property or confidential information.

14. General

Neither party may assign this MSA without the other party's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices must be in writing. This MSA, together with any Order Form, the DPA, the BAA (if applicable), and the SLA, constitutes the entire agreement.